Thank you for your interest in SAM! To obtain an internal use license, please fill out the licensing agreement below and mail or FAX (831-459-4829) the signed copy to me. If you are a student or postdoctoral researcher, list your advisor as the contact person (so that the email address is more likely to be permanent), and also have your advisor sign. On receipt, we will email you the access information for downloading SAM and forward your license agreement for signing. Please provide an organizational email address (ie, a campus account rather than a hotmail account). The following no-fee license is only for colleges, universities, and US government labs. Please send email to me if you would like information on licensing SAM at a commercial site. Modifications to this agreement are possible through proposal and discussion with Gerald Barnett, IP Director (gbarnett@ucsc.edu, (831)459-5415), Please see http://www.soe.ucsc.edu/research/compbio/sam.html for a list of currently available platforms. Richard Hughey Professor and Chair Department of Computer Engineering Jack Baskin School of Engineering University of California Santa Cruz, CA 95064 (831) 459-2939 Fax: (831) 459-4829 rph@ce.ucsc.edu http://www.cse.ucsc.edu/~rph http://www.cse.ucsc.edu/research/compbio/sam.html ===============================Cut here================================== INTERNAL USE LICENSE THIS AGREEMENT, by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ("Regents"), a California Corporation, whose legal address is 1111 Franklin Street, Oakland, CA 94607, acting through its Office of Business Contracts, University of California, 1156 High Street, Santa Cruz, CA 95064 and _____________________________________________________________ ("Licensee"), having a principal place of business at _____________________________________________________________ shall commence when executed by both parties. Regents is the owner of copyrights and other proprietary rights in the computer program and related documentation known as SAM, or Sequence Alignment Modeling Software System, Version 3, executable code ("Licensed Material") which is the subject of this Agreement. Regents and Licensee agree as follows: 1. Grant. Regents grant Licensee a non-exclusive, nontransferable right to use the Licensed Material, without the right of sublicense, at the site, and under the conditions, described in Exhibit A, which is attached and by this reference incorporated herein. Licensee may, for internal use only, enhance, modify, or expand the Licensed material, may merge it into other material, and may use the Licensed Material as modified. All such modifications shall include Regents' copyright notice and shall be considered part of the Licensed Material and subject to the terms of this Agreement. 2. Title. All right, title, and interest in and to the Licensed Material shall at all times remain with Regents. 3. Fee. This license has no fee. 4. Delivery and Maintenance. Upon receipt of executed license, Regents will deliver to Licensee one copy of all applicable code materials and related documentation for the Licensed Material. Access will be provided to the contact person shown in Exhibit A. Regents have no obligation to provide support or maintenance services for the Licensed Material. 5. Copyright. Licensee acknowledges that the Licensed Material is a copyrighted work and as such is protected by the copyright laws of the United States and by international treaties. Licensee shall treat the Licensed Material in confidence and shall not use, copy, or disclose, nor permit any of its personnel to use, copy or disclose the same for any purpose that is not specifically authorized under this Agreement. Licensee agrees that the Licensed Material shall be used solely for internal purposes only at the site designated to receive the Licensed Material, as specified in Exhibit A. Licensee further agrees that it will not provide the Licensed Material, or access to the Licensed Material (such as by a World Wide Web or electronic mail server), to any other individual, unit, location or site within Licensee's organization or to any third party individual or organization, except where specifically authorized by this Agreement. 6. Limited Warranty. Regents warrants that, to the best of its knowledge, Regents has the legal right to grant Licensee the license as set forth herein. Licensed Material is a research product and is being provided to Licensee "as is", without any accompanying services from Regents. Except as expressly set forth in this article, Regents make no representations and extend no warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or that the use of the licensed material will not infringe any patent, copyright, trademark or other rights. 7. Limitation of Liability. Licensee agrees to indemnify, defend, and hold harmless Regents and the authors, their successors, agents, officers, and employees, either in their individual capacities or by reason of their relationship to Regents, with respect to any expense, claim, liability, loss or damage including any incidental or consequential damage either direct or indirect, whether incurred, made or suffered by Licensee or any third party, in connection with, or in any way arising out of, the furnishing, performance, possession or use of the Licensed Material or in connection with the exercise of this Agreement. 8. Term. The term of this Agreement shall be for the life of the last to expire copyright covering the Licensed Material unless terminated by either party as set forth in Article 9, Termination. 9. Termination. Licensee may terminate this Agreement at any time by providing 60 days written notice to Regents. Regents may terminate this Agreement if Licensee is in material breach of the terms contained herein by providing written notice to Licensee of the breach of contract, and provided the breach of contract has not been cured in all material respects within 60 days after Licensee's receipt of such notice. In the event of termination of this Agreement, Licensee shall immediately cease use of the Licensed Material and return the Licensed Material to Regents or provide verification of its destruction, including any copies contained in any storage apparatus or medium. 10. Changes to Conditions of Use. Licensee agrees to notify Regents of any proposed change in the site, contact person, or maximum number of users specified in Exhibit A. In the event that Licensee proposes to expand the site and/or maximum number of users, Regents shall have the right to require that Licensee pay Regents an additional license fee. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 12. Severability. The provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or enforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 13. Authority. Licensee represents that the individual who executes this Agreement on behalf of Licensee is authorized to do so by Licensee. 14. Entire Agreement. This Agreement contains the entire Agreement between the parties and supersedes all prior written or oral agreements with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. THE REGENTS OF THE UNIVERSITYOF CALIFORNIA By: _____________________________ Name: Robert C. Miller Title: Vice Chancellor for Research Date: ___________________________ LICENSEE By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________ -------------------------------- EXHIBIT A TO INTERNAL USE LICENSE BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND _____________________________ Regents grants to Licensee the right to use the Licensed Material under the following conditions: 1. Site description: ___________________________________________ (name of employee, unit, laboratory or department) Site address: _____________________________________________ _____________________________________________ 2. Contact person: Name: _____________________________________ Email address: _____________________________________ URL: _____________________________________ Fax No.: _____________________________________ Telephone No.: _____________________________________ 3. Licensed material will be installed on the following type of Unix system: Vendor _______________________________ (e.g., DEC) Machine type _______________________________ (e.g., Alpha) Machine model _______________________________ (e.g., 255/233) OS _______________________________ (e.g., Digital UNIX V4.0) ** Please see //www.soe.ucsc.edu/research/compbio/sam.html to ensure your desired platform is available *** 4. The maximum number of users of the licensed material is ____________ . The maximum number of machines on which the licensed material will be executed is ___________. The maximum number of CPUs on which the licensed material will be executed is ___________. 5. Licensee organization is (check all that apply): _____ Not-for-Profit _____ For Profit _____ Other (explain) _____ Private _____ Public _____ Other (explain) _____ University _____ Government _____ Commercial _____ Other (explain)